EXHIBIT 10.12
DEALER CONTRACT WITH HANDY HARDWARE WHOLESALE, INC.
THIS AGREEMENT, between [ ], a [ ], hereinafter referred to as
"Dealer," and Handy Hardware Wholesale, Inc., a Texas corporation with its
principal office at 0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000,
hereinafter referred to as "Handy."
The parties agree as follows:
ARTICLE I. HANDY AGREES:
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SECTION 1. To sell merchandise and furnish services to Dealer at Handy's
purchase price for the merchandise, plus any freight, drayage or other expenses
entailed in delivering such merchandise into Handy's stock, plus any additional
charges as may be determined from time to time by Handy's Board of Directors,
which charges may vary, based upon the types of merchandise involved, method of
offering the merchandise and the means of offering the merchandise.
SECTION 2. To sell such merchandise and furnish services to Dealer F.O.B.
Handy's warehouse nearest to Dealer. Merchandise will be delivered to Dealer's
store by Handy's trucks or by common carrier with delivery charges to be set by
Handy.
SECTION 3. To permit Dealer the use of the "Handy Hardware Store" trade name and
trademark, and to sell merchandise and render services only at Dealer's address
as set forth in this Contract. These rights are personal to Dealer and are not
transferable or assignable by Dealer and any attempted transfer or assignment of
same shall be null and void.
SECTION 4. To furnish Dealer various Handy signs that will be listed in a
separate agreement, a general catalog and other materials for Dealer's operation
as a Handy Hardware Store. The items are the property of Handy, and Handy has
the sole right (subject to licenses it may grant) to use such trademarks, trade
names and other materials.
ARTICLE II. DEALER AGREES:
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SECTION 1. To purchase shares of Handy stock as set forth in the subscription to
Shares Agreement of even date herewith between Handy and Dealer.
SECTION 2. That in order to defray in part the costs of establishing Dealer's
account, Dealer will pay Handy an initial service charge, with the amount of
such service charge being set to cover such costs as they may exist at that
time. This service charge is not refundable.
SECTION 3. That all information furnished Dealer, such as bulletins, check
lists, price services, illustrated catalogs, catalog price pages, pre-arrival
forms, etc., is confidential and Dealer shall at no time divulge or display any
of the informative material pertaining to prices, shipment, lines, invoices or
brands of merchandise to anyone who is not affiliated with Handy.
SECTION 4. That illustrated price service, catalogs, and bulletins and all their
contents are the property of Handy and furnished to Dealer as a service, and
such service may at any time be discontinued by Handy and the illustrated price
service, catalogs and price lists shall thereupon promptly be returned to Handy.
A catalog service charge will be assessed Dealer monthly and will be paid by
Dealer within five (5) days from billing date.
SECTION 5. That in the event this Contract is terminated for any reason, Dealer
shall remove and return to Handy within thirty (30) days from the date of such
termination, all materials furnished Dealer by Handy, including but not limited
to store identifications, signs, window decals, catalogs, etc.
SECTION 6. That Dealer's placing of orders with Handy will be done according to
policies as are then established by Handy.
SECTION 7. To pay all invoices then due. Each invoice will be marked with the
date that it is due for payment. A statement will be rendered by Handy at the
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end of each payment period (as such payment periods are established by Handy).
Dealer will pay the full amount of the statement without deduction or set-off.
Any claims for credit must be approved in writing by Handy and, once approved, a
Credit Memo will be issued by Handy. "Future Dated" invoices will be payable on
the date marked on the invoice and payment will be made on the due date shown on
the invoice. Dealer has five (5) days of grace to effect payment of any account
beyond the due date. If the account remains unpaid after the five (5) day grace
period, the account is considered past due and Dealer will not receive further
shipments from Handy and all "Future Dated" invoices shall immediately become
due and payable. All past due accounts shall bear interest from the due date at
the "Handy Hardware Dealer Rate" to be determined from time to time by the Board
of Directors of Handy, but in no event shall the interest rate exceed the
highest legal rate permitted by the laws of the State of Texas. Dealer agrees to
pay all costs and expenses, including court costs and attorneys' fees, if
Dealer's account is placed in the hands of an attorney for collection.
SECTION 8. The terms of payment may be changed by the Board of Directors of
Handy at any time and will be binding upon Dealer as of the effective date of
any change, but in no event shall the interest rate payable on past due accounts
exceed the highest legal rate permitted by the laws of the State of Texas. In
the event of the termination of this Contract for any reason, all invoices,
including those that are "Future Dated" and all other indebtedness from Dealer
to Handy, shall immediately become due and payable.
SECTION 9. To attend Dealer Meetings and Merchandise Showings which Handy agrees
to hold at intervals as determined by Handy, for the purpose of keeping Dealer
better informed as to the trends of merchandising, new merchandise offerings and
to enable Dealer to exchange ideas with fellow Handy Dealers.
SECTION 10. To participate actively in the consumer sales promotions developed
by Handy.
SECTION 11. That catalogs and price information distributed to Dealer by Handy
will be kept up to date by the prompt and careful insertion of current
information furnished by Handy. To return no merchandise whatsoever without the
written consent of Handy. To make all claims for shortages, overages, damages
and defective merchandise in accordance with the policy of Handy regarding these
items. The policy governing these items may be changed from time to time by
Handy.
SECTION 12. To use the store identification, sign window decals, and other items
incorporating Handy's trademark and trade name only in such manner as is
permitted in this Contract, and License Agreement with Handy, and pursuant to
policies established by Handy.
SECTION 13. To participate actively in the various pre-arrival offers and other
Dealer aid services offered by Handy.
ARTICLE III. GENERAL:
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SECTION 1. This Contract in no way, fashion or manner regulates or restricts
Dealer in regard to Dealer's advertising (except for the use of the trademark
and trade name of Handy, which use is subject to the terms of this Contract and
any License Agreement with Handy), methods of operation or from whom Dealer may
purchase merchandise and/or services or to whom Dealer may sell.
SECTION 2. This Contract shall continue in force from year to year unless
terminated by either party's giving sixty (60) or more days written notice at
any time to the other party of its intention to terminate this Contract,
provided however that this Contract may be terminated by Handy only (a) after
breach of any covenant or obligation of Dealer under this contract or (b) for
any reason upon approval of two-thirds majority vote of the entire Board of
Directors of Handy.
SECTION 3. This Contract shall be subject to and governed by the laws of the
State of Texas. All obligations of Dealer under this Contact are performable in
Houston, Xxxxxx County, Texas, and all sums payable by Dealer hereunder are
payable at handy's offices in Houston, Xxxxxx County, Texas. The parties agree
that venue and jurisdiction for purposes of any and all lawsuits, causes of
action or other disputes shall be in Xxxxxx County, Texas. This Contract
supersedes any prior Contract between Dealer and Handy. Should any portion of
this Contract be held legally invalid or unenforceable, the balance of this
Contract shall not thereby be affected, but shall remain in full force and
effect in accordance with its terms and provisions. No change in or to this
Contract shall be valid without first being reduced to writing and signed by
Handy at its offices in Houston, Xxxxxx County, Texas.
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SECTION 4. This Contract is valid only for Dealer's address as listed in this
Contract and for the owner as listed in this Contract. Any change in ownership,
change of Dealer, legal status, or change of store locations are subject to
prior written approval of Handy.
SECTION 5. It is further understood and agreed that the affixing of Dealer's
signature and seal hereto constitutes in offer only and this Contract shall no
force or effect until duly accepted and countersigned by Handy at its principal
office in Houston, Xxxxxx County, Texas.
WITNESS Dealer's Handy and Seal this the day of , 2001.
Dealer's Name:
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By:
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Name:
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Title:
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Street Address:
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City, State, Zip:
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ACCEPTED this the day of , 2001, at Houston, Xxxxxx County,
Texas by HANDY HARDWARE WHOLESALE, INC. by its duly authorized agent.
HANDY HARDWARE WHOLESALE, INC.
By:
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Name:
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Title:
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